Paul Marcela – Governance Partners Group LLC
To some, the work of a corporate secretary is drudgery, but there’s a certain romance to it for the right person.
“The role is broader than taking minutes, with a variety of board activities, governance processes and procedures, authorization of transactions and delegations of authority—there are plenty of balls to keep in the air,” Paul Marcela, says, noting it doesn’t take a lawyer like him to do the work—he just happens to be one who loves it.
So much so, in fact, that after a distinguished 24-year career with Dow Corning Corporation and six years with Cerberus Capital Management portfolio companies, Marcela has developed his own company to provide corporate governance services for private equity, venture capital and other mid-market companies. Though it’s a novel concept in the U.S. for this work to be outsourced, Marcela says the practice is commonplace in the United Kingdom and British Commonwealth Countries such as New Zealand, Australia and South Africa where a corporate secretary has to be licensed, just like an attorney or CPA, to do the work.
While some attorneys may feel that GPG’s service is “stealing their thunder,” Marcela says he has found many enthusiastic clients in the private equity and venture capital portfolio company market, especially in the technology sector. GPG receives many referrals from accounting, business services and investment banking firms and other companies in the financial services category.
“We take on the responsibility for all the duties of the corporate secretary, in other words the actual nuts and bolts of the role, for companies that don’t have an experienced internal corporate secretary in place,” he says. “A legal background helps, and that is our sweet spot, where we can come in and fulfill the entire role.”
Dotting the i’s
Attention to detail is the difference between smooth-running board operations or hitting some roadblocks that could have been avoided.
There’s an art to corporate governance, even down to taking minutes at a board or committee meeting Marcela says—which is one of the reasons he founded Governance Partners Group LLC in 2015. With a knack for managing the minutiae of the role, he offers boards, shareholders, CEOs and CFOs detailed insights into better organizational governance practices that offer support for decision-making processes.
To that end, Governance Partners Group provides services such as board and committee support; board meeting preparation; governance service partner and subsidiary management; and governance consulting. Typically these services are handled in-house by a larger organization’s office of the corporate secretary or law department, but mid-sized companies often struggle with meeting these responsibilities when they are short-staffed.
Marcela not only stays on top of activities based on his experience but is also a member of the Society for Corporate Governance, an organization devoted to this line of work; and the corporate secretary of the Private Directors Association, an organization devoted to private company corporate governance.
Crossing the t’s
The reasons for assembling a team to assist with corporate governance issues are many, Marcela says.
One is to fortify a company’s “corporate veil” and protect its shareholders’ assets from legal claims against the company; other reasons are to ensure that critical corporate documentation is available for exit transaction due diligence and to present to external auditors and regulators. Without the focus on these details, it is easy for this work to slip through the cracks.
“In the wake of board and committee meetings we will prepare meeting minutes and develop lists of directives that a client can implement on a daily, monthly or quarterly basis,” Marcela says. “If the corporate secretary doesn’t do these things, they don’t get done.”
Most companies, he says, seek out GPG primarily for two services: board meeting preparation and board administrative matters. Most organizations find they need to conduct one shareholders meeting and four board meetings each year. The fee scale is dependent on the nature of the work, but most services are provided on a fixed-fee basis.
Marcela says that his company is picking up clients in the venture capital arena where early- to-mid-stage companies need organizational help to form boards of directors, organize shareholder and board meetings and attend to the related governance details.
High-tech companies going through several rounds of funding and private equity portfolio companies make up the new breed of clients seeking corporate governance services.
“These are companies that may not have developed boards yet, or don’t have the staff to do it, so they hire us,” he says. “If there’s any challenge to GPG’s business, it is just that some people don’t understand the role and responsibilities of the corporate secretary—until they need it.”
Putting practices together
Getting here was a process for Marcela, who earned his bachelor’s degree in economics and political science at Allegheny College in 1978 before proceeding to Case Western Reserve University to earn his J.D. in 1981. His education was bolstered by an MBA in finance from Central Michigan University in 1990.
It was during his experience working as an assistant secretary at Dow Corning Corporation (now Dow Silicones Company) for 25 years starting in 1985, and as general counsel and secretary of two significant private equity portfolio companies for six years that the lightbulb went off—Marcela saw the need for a boutique corporate governance service management consulting company.
Logging in considerable time and experience in the meantime by taking on corporate governance and corporate secretary duties for Georgia’s Blue Bird Corporation from 2009 to 2011, and at North American Bus Industries in Alabama (now New Flyer of America) from 2011 to 2015, Marcela continued to see an opportunity to share his know-how with mid-market companies and nonprofits. He finally got his chance to open GPG in March of 2015 in Alpharetta, Georgia.
When not running his business, Marcela enjoys being involved in other activities in the corporate governance arena. For example, he has published an article in both The Corporate Board and the Corporate Secretary Magazine, titled “The Corporate Secretary’s Governance Role”.
“I’ve always loved this aspect of my work,” Marcela says. “Here we can produce meaningful results for companies that need our help. It is a very gratifying experience to see all of GPG’s development efforts come to fruition.”
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